Gasser & Sons, LLC (“Gasser & Sons”)
Purchase Order Terms and Conditions

  1. Performance Monitoring: In accordance with Gasser & Sons’ quality standards (including ISO-9001:2015), all  suppliers of goods or services will be monitored for Quality and Delivery Performance. Suppliers failing to meet our  requirements/expectations will be requested to take corrective action. Suppliers that continually fail to meet  requirements/expectations may be removed from our approved list.  
  2. Confidential Information: All supplies, blueprints, sketches and other technical information furnished by Gasser &  Sons shall be deemed confidential information of Gasser & Sons. Such information shall not be reproduced, given to  or disclosed to any third party without Gasser & Sons’ express written consent.  
  3. Qualification of Personnel: Gasser & Sons’ suppliers and any sub-contractors will assure the competency of  any/all personnel involved in activities performed on behalf of Gasser & Sons or our customer. Where special  certification of personnel is required, this should be made available to Gasser & Sons or our customers upon request.  
  4. Ethical Behavior: Suppliers will assure their staff and any consultants or sub-contractors are aware of the  importance of ethical behavior and accountability as it pertains to purchases in accordance with these terms. Under  no circumstances will anything less than honest & ethical business practices be acceptable by Gasser & Sons, its  customers and other interested parties under the terms of this PO.  
  5. Technical Data: Where drawings and/or POs indicate Export Controls apply, any related information (aka Technical  Data) shall be handled as per controls enumerated through the Export Administration Regulations (EAR),  implemented by the Department of Commerce for items that have both a commercial and potential military use);  the International Traffic in Arms Regulations (ITAR, implemented by the Department of State) for Defense Articles  regulated by the DDTC and USML or the Atomic Energy Act for nuclear applications. Failure to secure such data may  be subject to both criminal and administrative penalties (which may include minimum prison sentences). Fines for  export violations, including anti- boycott violations, can reach up to $1,000,000 per violation in criminal cases, and  $250,000 per violation in most administrative cases.  
  6. DPAS: Any purchase made referencing Defense Priorities Allocation System (DPAS) DO or DX Ratings shall be  handled per 15 CFR Part 700 in accordance with the Department of Defense (DoD) property management system to  assure these orders are scheduled and processed ahead of any commercial jobs so as to assure their timely delivery  in accordance with Federal law.  
  7. Flow-down of requirements: Gasser & Sons requires that you flow down all requirements of this purchase (order)  to all interested parties internally and to any sub-tier suppliers performing work on this order. 
  8. Right of entry: Gasser & Sons, their customers and any applicable regulatory authorities maintain the right to  access the supplier’s facility and all applicable records associated with the order, during regular business hours, with  limited notice.  
  9. Nonconforming material: Gasser & Sons must be notified of nonconforming material in advance of shipment for  adequate review and disposition of said product. All such material must be adequately identified and segregated so  as to preclude its use. Final disposition/disposal shall be at Gasser & Sons unless otherwise authorized.  
  10. Change of Process or Product: Gasser & Sons must be informed of and must approve any change in processes or  product. Without authorization, process changes are not allowed.  
  11. Certification, Inspection, etc.: Gasser & Sons may require certifications of compliance, inspection records and/or  test specimens as part of this purchase order. Failure to provide these items may result in the rejection of the  shipment.  
  12. Counterfeit Parts: The Supplier shall certify that only new and authentic materials are used in products or goods  delivered to Gasser & Sons and that the products/goods delivered contain no Counterfeit Parts. No substitutions,  reworked or refurbished parts/materials shall be acceptable under the terms of this purchase.  
  13. Foreign Object Detection/Debris/Damage. Supplier is required to establish and maintain a Foreign Object  Detection/Debris/Damage (FOD) prevention program appropriate to the nature of the product/service provided,  that employs appropriate housekeeping practices to assure timely detection and removal of residue/debris  generated, during operations and normal daily tasks.  
  14. Conflict Minerals: Seller hereby certifies and represents to Gasser & Sons that the products do not include any  Conflict Minerals or any of their derivative products as those terms are defined in Section 1502 of the Dodd – Frank  Wall Street Reform and Consumer Products Act, and regulations issued thereunder by the Securities and Exchange  Commission, (the “Act”) that originated in the Democratic Republic of the Congo or any adjoining country and that  said certification and representation are based upon Seller making due inquiry as to the origin of the Conflict  Minerals used in the products. Seller further agrees to cooperate with and provide such reasonable assistance to  Gasser & Sons as may be required to meet its reporting obligation under the Act.  
  15. Packaging and Handling: As a minimum, the Supplier shall package all material in a manner that will ensure  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 separately packaged  and identified. Vendors are also responsible for handling damage that occurred at their location. 
  16. Retention requirements: Records, whether hard copy or in electronic format, including any test/retain samples,  shall be retained for no less than 10 years unless otherwise specified. After ten years, supplier will contact Gasser &  Sons for approval before disposing of records.  
  17. Revision levels/traceability: As appropriate, any correspondences, including certifications relating this purchase,  must reference, as applicable, current PO, Work Order, Part number, Drawing Revision, batch number, etc.  
  18. Calibration System: All Suppliers should maintain a calibration system in accordance with the requirements of  ISO 17025, ISO 10012; ANSI Z-540-1, ANSI Z540-3, as appropriate. All Inspection Measuring & Test Equipment  (M&TE) used by the Supplier during in-process and final inspection to make a compliance evaluation shall be  calibrated against measurement Standards traceable to NIST or an equivalent NMI.  
  19. Sampling: Where sampling plans are used to accept product, unless otherwise specified, all such plans shall be  statistically valid and based on either MIL-105 E or ANSI Z1.4 and shall yield no less than an Acceptable Quality Level  (AQL) of 2.5 (Normal Inspection).  
  20. Purchasing: Purchasing is the primary contact and liaison between the Supplier and Gasser & Sons, any questions  relating to sales/purchasing should be sent to [email protected]
  21. Questions: All questions concerning quality control/assurance requirements are resolved by contacting the  Gasser & Sons Quality Department at [email protected]
  22. Nondiscrimination: The Seller, or its subcontractor, if any, shall not discriminate against any qualified employee  or applicant for employment to be employed in the performance of this contract, with respect to hire, tenure, terms,  conditions or privileges of employment because of race, color, sex, national origin or ancestry. The Seller, or its  subcontractor, if any, agrees to comply with all the provisions contained in the Equal Opportunity Clause, quoted in  Executive Order No. 11246 as amended and hereby incorporated in this Purchase Order by reference. As used  therein the word “contractor” shall be deemed to mean “Seller,” and the word “contract” shall refer to this Purchase  Order. In addition, the Seller shall cause this Equal Opportunity Clause to be included in the subcontracts or purchase  orders hereunder unless exempted by rules, regulations and orders of the Secretary of Labor issued pursuant to  Section 204 of the Executive Order No. 11246 as amended. 
  23. Force Majeure: Neither party shall be liable to the other for any delay or failure in performing its obligations  under this Order to the extent such delay or failure is caused by an event or circumstance that is beyond that party’s reasonable control, without such party’s fault or negligence, and which by its nature could not have been foreseen  by such party or, if it could have been foreseen, was unavoidable (a “Force Majeure Event”). Force Majeure Events  include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes,  explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strikes, embargoes or industrial disturbances.

    Seller’s economic hardship, labor difficulties or changes in market conditions are not considered Force Majeure  Events. Seller shall use all diligent efforts to immediately notify Buyer in writing of any actual or potential Force  Majeure Event, end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are  minimized and resume performance under this Order. If a Force Majeure Event prevents Seller from carrying out its  obligations under this Order for a continuous period of more than ten business days, Buyer may terminate this Order  immediately by written notice.  

  24. Assignment: Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this  Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section  shall be null and void. No assignment or delegation shall relieve Seller of any of its obligations hereunder. Buyer may  at any time assign, transfer or subcontract any or all of its rights or obligations under this Order without Seller’s prior  written consent.  
  25. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing  contained in this Order shall be construed as creating any agency, partnership, joint venture or other form of joint  enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to  contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from  this Order.  
  26. No Third-Party Beneficiaries: This Order is for the sole benefit of the parties hereto and their respective  successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any  other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of  these Terms.  
  27. Governing Law: All matters arising out of or relating to this Order shall be governed by and construed in  accordance with the laws of the State of New York without giving effect to any choice or conflict of law rule that  would cause the application of the laws of any other jurisdiction. The United Nations Convention on the International  Sale of Goods shall not apply to any matter arising out of or relating to this Order.  
  28. Submission to Jurisdiction: Any legal suit, action or proceeding arising out of or relating to this Order shall be  instituted in the federal courts of the United States of America or the courts of the State of New York in each case  located in a City and County in New York, and each party irrevocably submits to the exclusive jurisdiction of such  courts in any such suit, action or proceeding.  
  29. Cumulative Remedies: The rights and remedies under this Order are cumulative and are in addition to and not in  substitution for any other rights and remedies available at law or in equity or otherwise. 
  30. Notices: All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a  “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to  such other address that may be designated by the receiving party in writing. All Notices shall be delivered by  personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of  transmission) or certified mail (return receipt requested, postage prepaid). Except as otherwise provided in this  Order, a Notice is effective only upon receipt of the receiving party and if the party giving the Notice has complied  with the requirements of this Section.  
  31. Severability: If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such  invalidity, illegality or unenforceability shall not affect any other term or provision of this Order or invalidate or  render unenforceable such term or provision in any other jurisdiction.  
  32. Survival: Provisions of this Order which by their nature should apply beyond their terms will remain in force after  any termination or expiration of this Order including, but not limited to, the following provisions: Set-off, Warranties,  Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing  Law, Submission to Jurisdiction and Survival.