Winchester Electronics Corporation
Terms of Purchase

  1. ACCEPTANCE: This Purchase Order which represents the entire agreement between Buyer and Seller becomes a binding contract upon the terms of purchase set forth herein by acknowledgement or commencement of performance. No change, modification or revision to this order shall be valid unless in writing and signed by the authorized representative of the Buyer. BUYER EXPRESSLY REJECTS ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS WHICH MAY BE OFFERED BY SELLER IN ACCEPTING ACKNOWLEDGING OR AMENDING THIS ORDER.
  2. PRICE: The articles or services furnished under this order shall not be invoiced at a higher price than shown on the face of the order. No charges shall be allowed for packing, crating, freight, express cartage, demurrage or taxes unless specifically identified on the face of the order. RISK OF LOSS OR DAMAGE IS WITH THE SELLER UNTIL DELIVERY AT WINCHESTER ELECTRONICS.
  3. ANTICIPATION OF DELIVERY: Shipments of articles in excess of the quantity or delivery rate specified in the order will not be accepted. Excess articles will be returned at Seller’s risk and expense. The Buyer shall not be responsible for Seller’s advance purchase of material or fabrication of articles not reasonably necessary to meet the specified deliveries. As to all shipments to or from Buyer, Buyer’s count of articles shall be conclusive.
  4. WARRANTY: Seller expressly warrants that the articles, services and technical information furnished hereunder shall be merchantable, free from defects in material and workmanship, suitable for the use intended and will conform to the applicable specifications, drawings, samples and descriptions, and if of Seller’s design, will be free from design defects. All warranties shall run to Buyer and its customers and shall be construed as conditions, as well as warranties, and shall not be deemed to exclude other rights of Buyer under law or this order.
  5. CHANGES: Buyer shall have the right to make changes in the drawings, designs, specifications, quantities, and delivery schedules, methods of shipment or packaging and point of delivery of any of the articles or services to be furnished hereunder. If any such change results in a delay or increase or decrease in expense to Seller, Seller shall notify Buyer immediately and negotiate an equitable adjustment, provided however, that Seller shall always proceed diligently with the work, articles or services as changed. No claim by Seller shall be valid unless submitted to buyer in writing within 30 days from the date of such change. No change shall be effective unless authorized in writing by Buyer.
  6. TERMINATION: Work may be terminated under this Purchase Order by Buyer in whole or in part at any time by written, emailed, or facsimile notice. Such notice shall state the effective date of termination, and upon receipt thereof, the Seller shall stop work under this Purchase Order and all subcontracts outstanding hereunder, at no expense to the Buyer. Seller must immediately take necessary steps to protect all property in his possession belonging to the Buyer.
  7. INSPECTION: At the option of Winchester Electronics Corporation, all items covered by this Purchase Order are subject to surveillance and inspection by a Winchester Electronics Corporation inspector at the point of manufacture. The Seller shall furnish at no cost, the necessary facilities and equipment, and perform tests as required. The Seller shall provide sufficient advance notice to Winchester Electronics to permit scheduling of Source Inspection. Final inspection and acceptance of all articles and services will be at Buyer’s plant, unless otherwise specified.
  8. PATENT RIGHTS; INDEMNITY: Seller agrees to indemnify Buyer, its successor, assigns, agents and users of its products against loss, damage or liability, including costs and expenses, and attorney fees, which may be incurred on account of any suit, claim, judgment or demand involving infringement or alleged infringement of any patent or any unpatented right or inventions in the manufacture, use or disposition of any article or material supplied hereunder, provided Buyer shall promptly notify Seller of any suit instituted against it. At its option, Buyer shall permit Seller to defend the same or make settlement in respect thereof. Should the Seller perform development work in producing the material covered by this order, the Buyer shall receive a non-exclusive, royalty-free license to make, have made, use or sell inventions first reduced to practice through such development work.
  9. BUYER'S PROPERTY, SPECIAL TOOLS: With respect to all tools, dies, molds, patterns, jigs, fixtures and similar items furnished to Seller by Buyer, or specifically paid for by Buyer (hereunder referred to collectively as “Buyers tools and dies”), Seller agrees:
    1. Seller will use Buyer’s tools and dies only in filling order from Buyer;
    2. Seller will return Buyer’s tools and dies on demand and in the same condition as when received, reasonable wear and tear resulting from the proper use thereof excepted, it being expressly agreed that the Seller shall be responsible for any damage thereto while in its possession, reason, reasonable wear and tear excepted;
    3. Seller will not, without written consent of Buyer, remove Buyer’s tools and dies from Seller’s plant except to return to Buyer;
    4. Wherever practicable, Seller will permit Buyer to inspect Buyer’s tools and dies at Seller’s plant during working hours;
    5. On Seller’s failure to make delivery to Buyer of any of Buyer’s tools and dies on the written demand of Buyer, Buyer may, without notice, immediately, during working hours, enter upon any premises where Buyer’s tools and dies may be located and remove the same without incurring any liability on the part of Buyer or Buyer’s agents or employees in or to any suit, action or other proceeding by Seller.
    6. The Seller is held responsible for the protection; calibration and care, other than normal wear, of all Buyers’ production and inspection tools and equipment Winchester Electronics Corporation, for use in performance of this order.
    7. In accepting this order, it is understood that the Buyer may withdraw the tool to produce the parts described herein without being charged with a withdrawal charge.
    8. If Seller retains possession of any Winchester Electronics Corporation’s owned tools or other equipment, Seller agrees to indemnify and to hold Winchester Electronics Corporation harmless from any loss, damage or liability, including without limitation for injuries to Seller’s employees arising from Seller’s possession, storage, modification, or use of such tools or other equipment.
  10. TECHNICAL INFORMATION: Drawings, specifications, photographs and other engineering and manufacturing information supplied by Buyer shall remain Buyer’s property, shall not be photostatted, photocopied, digitally scanned, or otherwise reproduced without Buyer’s consent and shall be returned upon demand. Any technical data, whether written or oral, relating to the object of this order shall not be divulged to others by Seller without the written permission of Buyer. Any information which Seller may disclose to Buyer with respect to the design or manufacture of the items or the rendering or services covered by this order shall be deemed to have been disclosed as part of the consideration for this order and Seller shall not assert any claim against Buyer by reason of Buyer’s use thereof.
  11. APPLICABLE LAWS: The Seller warrants that the goods will be produced in compliance with the Fair Labor Standard Act, or 1938 as amended and the regulations issued pursuant thereto. The Seller agrees to comply with all other Federal, State and local laws, which related to the performance of this order and to hold Buyer harmless against Seller’s breach of this clause. This Order shall be construed according to the laws of the state of Connecticut.
  12. ASSIGNMENT; SUBCONTRACTING: Neither this order nor any interest under it shall be assignable, voluntarily, nor shall a subcontract be placed which requires completed or substantially completed articles or work covered by this order without Buyer’s prior written consent.

Winchester Electronics Corporation
Quality Clauses

  1. FIRST ARTICLE INSPECTION- shall be performed by the supplier prior to initial production and shipment to Winchester Electronics. The supplier shall furnish Winchester Electronics the material samples for the initial production. The sample shall be machined, molded, stamped or plated from the same material; process and manufacturing cycle as for the production run, including any sub-contracted processing based on production ready work instructions. Whenever practical, variable data is to be recorded and the inspection device used, specified. A sample of 35 will be utilized when Key characteristics are specified by the engineering document. Cpk value will be calculated for each Key characteristic. First article inspection approval is accomplished using an approved form, such as Winchester Electronics FAI, QAF034 or approved equivalent. FAI data will be report using the same units as the engineering document. Note: If the sample does not pass its material\functional test, the product supplied with the samples shall be considered unacceptable and shall require improvement and corrective action or may result in failure to be awarded the purchase order.

  2. CHEMICAL/PHYSICAL ANALYSIS – provide certificates for raw material and special processes such as plating, coating, heat treating, brazing, etc. The supplier shall maintain a copy for a minimum of seven (7) years after completion of the order, all procured raw material certifications, which must be readily retrievable and shall include as a minimum:

    1. Part number and purchase order
    2. Applicable material/test specification, description, alloy, condition and revision
    3. Results of analysis, physical properties, chemical analysis and lot number(s)
    4. Supplier to maintain copies of all raw material certifications and sub-contracted special processes. Supplier shall also obtain and maintain sub-tier supplier process certifications. Submittal is required for FAI acceptance. Supplier’s material/ special process and sub-tiered supplier/ processor certifications and test results shall be made available upon request. Special processes such as heat treating, annealing, plating, chemical etching, anodizing, soldering, brazing, painting, etc shall be referenced on the supplier’s FAI. Material Safety Data Sheet (MSDS) shall be provided when applicable.

  3. STANDARD INSPECTION SYSTEM - as a minimum the supplier must provide product and processes that are controlled by a quality system that assures the following:

    1. Maintains a documentation configuration control system to assure that the correct drawings, specifications, PO’s and revisions level are used
    2. Gages and equipment used for processing and acceptance shall be calibrated at documented intervals and traceable to NIST and at 10-25% discrimination. The calibration shall be based on ANSI Z540-1, or equivalent.
    3. Inspection capability to inspect all product requirements. Inspection system shall include documented results for incoming, in-process and final inspection. Product shall not be released to Winchester Electronics until successful completion of inspection checks are completed and documented. Inspection sampling maybe used, based on ANSI/ASQ Z1.4, Sampling Procedures and Table for Inspection by Attributes, utilizing C=0 criteria.
    4. Work instruction, test reports and inspection records shall be maintained.

  4. RIGHT OF ENTRY - Winchester Electronics, Winchester Electronics customers and applicable regulatory agency shall be assured “right of entry” to perform Quality Audits and Inspection Surveillance at their discretion.

  5. CONTROL OF NONCONFORMING MATERIAL – Nonconforming goods and/or services which deviate from the requirements as specified on the purchase order/contract and relevant drawings and specifications must be documented by the Seller and submitted to the Winchester Electronics Buyer for consideration and disposition. Non-conforming products shall not be shipped to Winchester Electronics until authorized by a Winchester Electronics Buyer/representative and must be identified with authorizing nonconformance document when shipped. If Winchester Electronics authorizes a deviation, the supplier must maintain a record of the expiration date, quantity and condition and insure compliance with the original or superseding specification when the deviation expires. At no point is it authorized for a supplier to send product to Winchester Electronics which does not meet the engineering requirements (nonconforming product), without first going though the deviation request process. If supplier finds discrepancy after order is shipped, it is their responsibility to notify buyer at Winchester Electronics.

  6. CORRECTIVE AND PREVENTIVE ACTION – The supplier shall respond to Winchester Electronics requests for corrective action on or before the requested response due date. Supplier Corrective and Preventive Action (SCPA) form, QAF133 or approved equivalent shall be used.

  7. CERTIFICATE OF CONFORMANCE (C of C) – Each shipment must be accompanied by a legible and reproducible, Certificate of Conformance. The C of C may be incorporated into the package slip. The C of C shall state as a minimum:

    1. Original Manufacturer's name
    2. Drawing/Specification number and revision
    3. Supplier (if other than A)
    4. Lot Number or Date Code if applicable
    5. Quantity Shipped
    6. C of C statement specifying that the material meets the Purchase Order, drawing and applicable specifications
    7. Inspection stamp or signature of suppliers' representative, title and date
    8. Specify non-conformance document number, if applicable

  8. TEST REPORTS AND TEST SAMPLES – Suppliers to Winchester Electronics of raw material shall provide a material certification with every shipment. Test samples and test reports shall be provided by supplier to Winchester when requested for periodic product audit.

  9. KEY CHARACTERISTICS - When Winchester Electronics drawing, specification and/or purchase order includes “key characteristic” requirements, the supplier shall employ an inspection plan. The inspection plan will require SPC, Cpk, a control plan or 100% oversight inspection. Each key characteristic must be measured and recorded on the FAI using data from a sample of (35) thirty-five pieces. Key characteristic processing requirements are specified in ES600. Cpk values are reported on the FAI report.

  10. LIMITED SHELF LIFE MATERIAL – Materials or articles having characteristics subject to degradation with age shall be marked in a manner to indicate the date of manufacture and the expiration date. The supplier shall not deliver articles with less than 80% of shelf life remaining at the time of delivery. Examples of shelf life materials include but are not limited to shrink tubes, RTV compounds, sealants, rubber-molded articles, etc.

  11. PACKAGING – The supplier shall package products to prevent damage during shipment. The supplier shall not package Winchester Electronics product directly against the surfaces of the shipping package/box. Protective insulating material including double boxing should be used. The protective abilities of the shipping package/box s shall not be degraded by over packing. The Winchester Electronics drawing references the specific packaging instruction. In the absence of a specific packaging instruction being referenced on the drawing, general packaging instruction are described in ES720.

  12. ESD CONTROLS – Cables, cable assemblies and other products considered to be electrostatic sensitive devices must be checked for ESD and enclosed in ESD protective materials when delivered. ESD labeling indicating that the contents contain electrostatic sensitive devices shall be used.

  13. RECORDS - The supplier must prepare and maintain adequate quality systems records, including inspection instructions, gage and test equipment verifications and calibrations, and engineering specification test methods. The supplier must also prepare and maintain quality performance records indicating inspection and test results. These records must be available for review by Winchester Electronics representatives, Winchester Electronics customer’s representatives, and any applicable regulatory organizations. Copies of individual records must be furnished upon request. All quality records retained for production of Winchester Electronics products must be kept for a minimum of 7 years and must be stored in a manner to ensure they remain legible and readily identifiable.

  14. CUSTOMER ORDER, PRINT AND CHANGE CONTROL - The supplier must maintain a file of the latest customer orders, engineering drawing, deviations, and specification authorized through Winchester Electronics. If the engineering drawings and specifications reference other documents, the supplier must obtain and maintain these reference documents. Concurrent with the effective dates of product changes, the supplier must insure that the obsolete information is removed from all points of use. The supplier must maintain a record of change effective dates. All changes must have written Winchester Electronics approval prior to being incorporated in production.

  15. PROCESS CHANGES - The supplier shall notify Winchester Electronics in advance of any major changes (new production machine, location change etc.) to the processing of Winchester Electronics product. This notification is required to be submitted in writing to Winchester Electronics Purchasing Department. Winchester Electronics will provide feedback to the supplier (prior to production using the new process) what actions must be undertaken prior to approval of new process – such as submittal of new First Article Inspection, site audit, etc.

  16. SUBSTITUTIONS – The supplier shall not make any changes/substitutions to materials, products, or processes required by the engineering documents without written authorization from Winchester Electronics. Authorization may be contingent upon a facility visit.

  17. SUPPLIER RATING SYSTEM - High volume suppliers are rated on quality, delivery, customer service, and process / cost improvements on a quarterly basis. A report will be provided as appropriate.

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