PO Terms and Conditions Applicable to all ion orders

T1. Substitutions - Substitution changes and product non-conformances are not permitted unless specifically authorized by PO Change Order Notice.

T2. Order of Precedence - In the event of conflict between specifications, drawings, and this PO, the following order shall take precedence:

  1. Purchase Order

  2. Directed attachments

  3. Drawings

  4. Specifications

  5. Referenced documents

T3. Responsibility for Conformance - Neither inspection and/or tests made by ION or by ION's Customer or Government representatives shall relieve Supplier of the responsibility to furnish items that conform to the requirements of this procurement document. The Supplier will ensure that their personnel are aware of their contribution to product conformity.

T4. ION Corporation Surveys, Surveillance, Audits, and Inspection - ION and ION's customers have the right to conduct surveys, audits, and inspection of Supplier's facilities, and those of sub-tier suppliers with prior coordination with Supplier to determine capability to comply and to verify continuing compliance with the requirements of this procurement document.

T5. Requirements Changes - Suppliers shall notify ION and obtain buyer's written approval of all changes in product or process definition from what was in effect at the time this order was placed.

T6. Flow-down of Requirements to Sub-tier Suppliers - ION Corporation suppliers are responsible for management and control of their sub-tier suppliers/vendors. All applicable quality and technical requirements shall be flowed down to sub-tier suppliers and vendors to the extent necessary to assure that all product requirements are fully satisfied.

  1. Supply Chain Traceability - The Seller shall maintain a method of traceability that ensures tracing of the supply chain back to the manufacturer of all Electrical, Electronic, and Electromechanical (EEE) parts included in assemblies and subassemblies being delivered per order. This traceability shall clearly identify the name and location of all intermediaries from the manufacturer to the direct source of the product for the seller, and shall include the manufacturer's batch identification for the item(s) such as date codes, lot codes, serializations, or other batch identifications.

  2. Product Impoundment and Financial Responsibility - If counterfeit parts are furnished under this purchase agreement, such items shall be impounded. The seller shall promptly replace such items with items acceptable to ION Corporation and the seller may be liable for all costs relating to the impoundment, removal, and replacement. ION Corporation may turn such items over to US Government authorities (Office of Inspector General, Defense Criminal Investigation Service, Federal Bureau of Investigation, etc.) for investigation and reserves the right to withhold payment for the items pending the results of the investigation.

T7. Purchase Order Acceptance - Acceptance of this order constitutes agreement to abide by all of the above PO Terms and Conditions.

T8. Quality/Inspection System Requirements - The Supplier shall maintain an inspection or quality system that complies with one of the following Quality/Inspection system requirements:

  1. Meets MIL-I-45208A or ISO 9000 series.

  2. Meets MIL-Q-9858A or ISO 9000 series.

  3. Satisfies standard Federal Acquisition Regulation (FAR) inspection clause 52.246-2 requirements.

  4. Other (to be specified): _________________________________

If clauses T8 1, 2, or 4 are not specified clause T8 3. FAR 52.246-2, applies to this order.

T9. Corrective Action Request - When a quality problem exists with any Supplier item, ION may forward a "Corrective Action Request" to the Supplier, requiring timely response that shall include the following information: analysis of the cause of the problem, statement of the action(s) taken to correct the problem, action(s) taken to prevent the problem or similar problem recurrence, and the effectivity of the action(s). When corrective action is required for Government source inspected items, Supplier shall coordinate such action and any additional inspections/surveillance required with the Government quality representative assigned to the Supplier's facility.

T10. Prohibition Against Products Containing Lead-free Solder or Lead-free Solder Finishes -

  1. Any tin or tin alloy containing less than 3% lead (Pb) by weight is prohibited. Suppliers of Electrical, Electronic and Electromechanical (EEE) Parts shall maintain plans or processes to ensure items shipped to ION do not contain lead-free solder or lead-free solder finishes. Examples of EEE Parts include but are not limited to Wire, Cable, Terminal Lugs, Ferrules, Braiding, Circuit Card Assemblies, Capacitors, Diodes, Resistors, Thermistors, Transformers, etc.

  2. Seller shall include the substance of this article, including this flow down requirement, in all subcontracts for EEE Parts awarded by the seller for work under ION contract.

T11. Packaging of Components/Assemblies Susceptible to Damage by Electrostatic Discharge - All components supplied that are susceptible to damage caused by exposure to electrostatic discharge shall be packaged and labeled in ESD protective packaging in accordance with the requirements of the latest issue of MIL-STD-1686.

T12. DPAS Priority Rating - If so identified, this purchase order is a “rated order” certified for Nation Defense emergency preparedness, and energy program use, and seller shall follow all the requirements of the Defense Priorities and Allocation Systems Regulation (15 CFR Part 700).

T13. Ethics Statement - In performance of this contract, both parties are expected to conduct themselves in a manner consistent with the principles expressed in the Defense Industry Initiative Model Supplier Code of Conduct available at:

DII Featured Tools - Defense Industry Initiative

T14. Manufacturing, Test, and Handling Safety - During manufacturing and prior to delivery of flight and non-flight items and associated support equipment, the Supplier shall ensure that safe methods are implemented for handling, operations, testing, and stowage to ensure protection of program resources and personnel. The Supplier shall ensure that safe methods and equipment are utilized for testing of hardware items through the review of Supplier facilities, equipment, test plans, and procedures. The Supplier will ensure that their personnel are aware of their contribution to product safety.

T15. Schedule and Delivery - The Supplier shall strictly adhere to all required purchase order delivery dates. Any anticipated shipment delays must be immediately communicated to the ION buyer no less than five business days prior to the dock date. Supplier may request a change in the required purchase order date for shipments that will be late so as to not affect Supplier's delivery score. The decision to change the purchase order required delivery dates rests solely with the buyer listed on the purchase order and is dependent on the late shipment's effect on production and inventory, quality and timeliness of Seller communication, and Seller's overall performance. In the event of a substantial breach of the delivery requirements of the purchase order, which in the opinion of the Purchaser may significantly delay the completion of the purchase order and which is not remedied within seven days of the Purchaser notifying the Supplier in writing of such breach, the Purchaser may terminate the purchase order in whole or part.

T16. Failure to Provide Documentation - If required Certification(s) applicable to the goods/services ordered under this Purchase Order are not received with the delivery of this Purchase Order, the Seller will have five (5) working days, after notification from ION Corporation, to deliver required Certification(s). If Certification(s) are not received, ION Corporation may, without liability, cancel this Purchase Order and request an RMA.

T17. Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment -

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

52.204-26 Covered Telecommunications Equipment or Services-Representation. As prescribed in 4.2105(c), insert the following provision: Covered Telecommunications Equipment or Services-Representation (Dec 2019).

  1. Definitions. As used in this provision, "covered telecommunications equipment or services" has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

  2. Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services."

  3. Representation. The Offeror represents that it ? does, ? does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract.

T18. Buyer Right of Entry -

  1. Buyer or Buyer's representative, as well as their customers and regulatory authorities shall have the right of access to conduct surveys, audits, and surveillance of Seller facilities involved in the Procurement Document and applicable records, and those of Seller's sub-tier suppliers with prior coordination with Seller, to determine capability to comply, and to verify continuing compliance, with the requirements of the Procurement Document and applicable state or federal regulations.

  2. Buyer or Buyer's representative shall have the right to perform an inspection at Seller's facilities and those of Seller's sub-tier supplier with prior coordination with Seller, during the period of manufacturing and inspection prior to shipment.

  3. Final inspection and acceptance shall be performed at the Buyer's facility, unless otherwise specified in the Procurement Document.

ION corporation quality clAUSES

Q1. Equipment Calibration - Product acceptance inspections and tests, conducted in fulfillment of this order, shall be performed with calibrated equipment traceable to NIST.

Q2. Clause deleted without replacement

Q3. Source Control Drawing - Only those vendors listed on the drawing are approved suppliers of this product.

Q4. QPL Listed Suppliers - Items ordered are to be supplied from a qualified manufacturer appearing in the applicable Qualified Products List (QPL). (See Type of Certification Required below.)

Q5. Test Data/Report Submittals -

  1. Test Data - Functional assemblies furnished here under shall be accompanied by lot acceptance test data showing full conformance with the acceptance test or other functional requirements of the drawing.

  2. Test Reports - A test report shall be furnished giving the military, federal, or industrial specifications by which the described item on the PO is tested and the actual test data measured. The test report shall be signed by an authorized agent of the supplier or laboratory and the title of the person stated.

  3. Inspection Results - A list of all characteristics checked and the results are provided to ION with product shipment.

  4. Test Data/Inspection Results - A list of all characteristics checked and the results shall be retained on file by the supplier for a period of seven years after completion of this PO and shall be made available for ION inspection/review upon request.

Q6. First Piece Inspection - The first pieces of material furnished here under shall be accompanied by variables measurement data showing full compliance of each dimension shown in the corresponding drawing. Attribute data shall be furnished for each dimension accepted with functional gauging.

Q7. Chemical/Physical Certification - Quantitative chemical and physical data showing conformance with the applicable raw material specification (material test reports) shall be furnished with product delivered here under. This data shall be signed and certified to be accurate by an official of the testing agency.

Q8. Certificate of Compliance (CoC) Required - A certificate of compliance is required. One CoC shall be completed and returned with each shipment and shall identify as a minimum the following:

  1. Part number.

  2. Manufacturer name, Lot #, Batch Code or Date Code.

  3. ION PO number and line number.

  4. Serial number and revision (if applicable).

  5. Statement certifying that all material delivered in this shipment have been inspected/tested as applicable and determined to comply with specifications/drawings and any specific requirements as specified in this order. Records of objective evidence substantiating compliance determinations are maintained and available for review. The certificate of compliance shall be retained by the supplier for a period of seven (7) years after PO completion and made available for ION inspection upon request.

  6. Distributors must certify that all parts supplied on this purchase order are new and authentic OEM parts and that objective quality evidence of part traceability to the OEM is maintained on file and will be provided to ION upon request.

Q9. Traceability for MIL-PRF-38535 and MIL-PRF-19500 Devices - Articles to be delivered under this purchase agreement are required to meet the requirements of MIL-PRF-19500 (General Specification for Semi-Conductor Devices) or MIL-PRF-38535 (General Specification for Microcircuits). Traceability for microcircuits shall comply to MIL-PRF-38535, paragraph 3.4.6 and 30.1.2.8, and record shall be maintained as required in paragraph 3.1.2 (Records) of Appendix A of MIL-PRF-38535. Traceability for semiconductor devices shall comply to MIL-PRF-19500, paragraph 4.3.1.4.

Q10. Objective Quality Evidence - Evidence consisting of data/certifications showing complete product and raw material specification conformance for all items used in product manufacturing and/or traceability to such data/certifications at a sub-supplier's facility shall be:

  1. Retained on file and available for review and/or delivery to ION for a period of seven (7) years upon completion of ION’s PO.

  2. Delivered with each shipment here under

Q11. Government/Customer Source Inspection -

  1. Government/Customer inspection is required prior to shipment from your plant. Upon receipt of this order, promptly notify the Government/Customer representative who normally services your plant so that appropriate planning for Government/Customer inspection can be accomplished.

  2. On receipt of this order, promptly furnish a copy to the Government/Customer representative who normally services your plant, or if none, to the nearest Army, Navy, Air Force, or Defense Supply Agency inspection office. In the event the representative or office cannot be located, ION's purchasing agent should be notified immediately.

Q12. ESD Protection - Electrostatic discharge per MIL-STD-1686 and MIL-HDBK-263 is required.

Q13. Packaging - Material delivered here under shall be packaged with:

  1. Standard Commercial Practice - All material shall be protected against corrosion, contamination, deterioration, or other spoilage during transit. All material shall be packed with suitable protection as to prevent damage through handling, transit, and during storage prior to use. Packaging will be in accordance to “Best Commercial Practice” unless otherwise stated.

  2. The stated item shall be packaged in accordance with the given military specification at level C/C, unless stated otherwise on the PO. (Define item and military specifications as required.)

Q14. Certification of Calibration -

  1. Certificate of Calibration shall be furnished with each unit supplied under this purchase agreement. The Certificate of Calibration shall be traceable to the National Institute for Standards and Technology (NIST) and calibrations shall be performed in accordance with ANS/ISO/IEC 17205:2005 and ANSI/NCSL Z540.3-2006 and/or ISO 10012:2003.

  2. The supplier shall notify ION, in writing, of any out of tolerance condition as it is encountered.

  3. Must certify to ANS/ISO/IEC 17025 General requirements for competence of testing and calibration laboratories.

Q15. Government/Customer Furnished Equipment (GFE/CFE) - The supplier is required to maintain a program for the positive material identification, segregation, and control of Government/Customer Furnished Equipment (GFE/CFE). This program shall provide for the timely notification of ION's purchasing agent of any deficiency or failure noted upon receipt.

Q16. Shipment to ION’s Contractors - Material ordered on this PO is to be drop-shipped to a destination other than ION Corporation, Eden Prairie, MN. The quality data required by this contract shall accompany the shipment and copies of such data shall be mailed to ION, attention "Receiving Inspection" the same date that material shipment is made.

Q17. Critical and Limited-life Items (Sundry Items) - Materials or items having characteristics susceptible to quality degradation with age must be marked in a manner indicating the date at which the critical life was actually initiated, or the useful life will be expended. Material such as paint, rubber, adhesives, liquid-locking materials, lubricants, etc., shall not be used after its expiration date unless the vendor can produce documented evidence of revalidation. Rubber goods must have the package/container stamped with its cure date or date of assembly.

Date: 06/21/24 Rev: H

Q18. ION Corporation In-process Inspection - Supplier performance of in-process operations to ION requirements shall be verified by ION quality field engineering during item manufacture at one or more of the following, as specified by the document:

  1. Prior to encapsulation/conformal coating

  2. Prior to cleaning

  3. Prior to plating

  4. Prior to assembly close-up

  5. As specified by _____________________________

Q19. Material Shelf Life - Materials with established shelf life expiration dates, chemicals or other shelf life items received shall have a minimum of 75% of the item's originally established shelf life remaining upon receipt in our facility and the item's MSDS sheet shall be included with the shipment.

Q20. Printed Circuit Board Requirements -

  1. Items shall meet the requirements of IPC-A-600 (current revision) and shall include Net List Testing.

  2. Items shall meet requirements of MIL-P-55110 and shall include Net List Testing. Manufacturer not required to be certified to MIL-P-55110.

  3. Items shall meet and be certified to the requirements of MIL-P-55110 and shall include Net List Testing and test coupon(s). Producer shall be certified to the requirements of MIL-P-55110.

  4. Items shall meet requirements of IPC 6012 Class 3, Type 3.

Q21. Domestic/Qualified Specialty Metals - Only products containing specialty metals, as per requirements of DFARS 252.225-7014, Alt. I (APR 2003), shall be supplied. Supplier is prohibited from incorporating into products delivered on this order, components, and/or "end-item deliverables", which contain specialty metals which have been melted outside of the United States, its possessions, or Puerto Rico, unless they have been incorporated under certain limited exceptions as set forth in the clause or DFARS subpart 225.7002-2.

Q22. AS9102, First Article Inspection - First article inspection (FAI) requirements of SAE Aerospace Standard AS9102 apply to this order. Supplier shall provide a copy of their FAI results with each shipment. FAI results shall be documented IAW the forms and format specified in the latest dated revision of SAE Standard AS9102.

Q23. Silicone Free Product - Materials supplied shall be silicone free.

Q24. OEM Certifications - In addition to the suppliers CoC, the supplier is required to provide a copy of the OEM certifications with each shipment for all parts listed on the PO.

Q25. Counterfeit Electronic Parts Detection and Avoidance System - Seller shall implement a counterfeit electronic parts detection system consistent with the requirements of the latest dated revision of SAE Standard AS5553. Seller shall include the substance of this article, including this flow down requirement, in all subcontracts for electronic parts awarded by the seller for work under this contract.

Q26. CAGE Code Identification - The supplier is required to provide their CAGE code and address on the COC, and the CAGE Code and address of the OEM on the OEM certification. (NASA SSP 30695 Acceptance Data Package Requirements Specification).

Q27. Digital Product Definition (DPD) - Seller shall conform to D6-51991," Quality Assurance Standard for Digital Product Definition" and obtain ION's approval as DPD capable.

Q28. Foreign Object Damage (FOD) Prevention -

  1. Supplier shall ensure that the work environment needed to achieve conformity of product and service requirements includes the elimination of contamination or foreign objects being introduced during any manufacturing, testing or packaging activities. The supplier shall determine the necessary level of controls required to ensure products are processed in an appropriately clean environment, and remain free of Foreign Object Debris (FOD). The requirements of the supplier's FOD Program, as well as any relevant work products (e.g., work instructions, forms or metrics), shall be documented and available to ION Corporation upon request. The supplier's Certification of Conformance represents that all delivered products are free of any loose or foreign materials that could result in Foreign Object Damage. b. Seller is required to establish and maintain a FOD prevention program in compliance with AS/EN/SJAC 9146 Foreign Object Damage (FOD) Prevention Program - Requirements for Aviation, Space, and Defense Organizations.

Q29. Control of FAA Use Only Items: Usage Identification - Unless explicit Control of FAA Use Only Items - Usage Identification contractual direction is given to the contrary, no articles (or constituent parts thereof) shall contain any Federal Aviation Administration- Parts Manufacturer Approval (FAA-PMA) markings and the accompanying paperwork (e.g., packages, shippers, etc.) shall not contain any FAA-PMA markings.

Seller shall place the following statement on the shipping documentation of all shipments to ION:

  1. "Seller hereby acknowledges that the parts and/or materials being shipped under this order are intended for use under ION's Q29 Control of FAA Use Only Items, and no articles (or constituent parts thereof) or the accompanying paperwork (e.g., packages, shippers, etc.) contain any Federal Aviation Administration-Parts Manufacturer Approval (FAA-PMA) markings."

ION requires that the provisions/requirements set forth above, as determined by the Seller to be applicable, be included in Seller's direct supply contracts as well as the obligation that they be flowed to the sub-tier supply chain. For purposes of this clause, Supply Chain shall mean Seller's complete network of material, equipment, information, and services integrated into products and services. It focuses on direct and all lower-tier suppliers.

Q30. Control of FAA Use Only Items: FAA-PMA Marking - During the performance of this purchase order, Seller's quality system and manufacturing processes are subject to review, verification, and analysis when determined necessary by Buyer and/or regulatory agency.

Unless explicit direction is given by Buyer to the contrary in writing, no articles (or constituent parts thereof) ordered by Buyer shall contain any "Federal Aviation Administration - Parts Manufacturer Approval (FAA-PMA)" markings; this includes the accompanying paperwork (e.g., packages, shippers, Certificates of Conformance (C of C), etc.). Seller shall also flow this requirement in the direct supply contracts, long term agreements, and to their sub-tier supply chain. Seller shall perform receiving inspection to ensure their supply chain's compliance with this requirement and final inspection to ensure product compliance prior to shipment.

Q31. Single Lot/Age Requirements -

  1. All deliveries for this line item shall be from a single manufacturer’s production lot.

  2. All deliveries for this line item shall be less than forty-eight (48) months old at time of delivery and which has been tested within the same time period.

  3. All deliveries for this line item shall be less than (60) months old at time of delivery and which has been tested within the same time period.

  4. All deliveries for this line item shall be less than seventy-two (72) months old at time of delivery and which has been tested within the same time period.

Q32. Government-Industry Data Exchange Program (GIDEP) Membership - Vendor is required to have membership to GIDEP. Vendors are required to notify ION immediately when product has been listed on a GIDEP alert. When alert is reported, vendor is required to provide a list to ION of previously supplied materials affected by alert.

Membership can be obtained at: https://www.gidep.org/content/how-to-join