Terms and Conditions

1. Acceptance of Terms

The following Terms and Conditions apply to the Waltonen Group of Companies listed above. By accepting a Waltonen Group Purchase Order, the supplier (“Seller”) commits to full compliance with these Terms and Conditions. Any deviations must be approved in writing by Waltonen Group. These Terms and Conditions, together with the Purchase Order, take precedence over any other documents related to the transaction.

2. Flow Down Requirements

Seller shall flow down all applicable requirements to sub-tier suppliers, including but not limited to:

  • AS9100D requirements
  • ITAR/EAR export regulations
  • Counterfeit part prevention protocols
  • Key characteristics and critical items
  • Right of access for Waltonen Group, its customers, and regulatory authorities
  • Record retention, ethical behavior expectations, and nonconformance management

3. Compliance with Laws and Standards

Seller shall comply with all applicable federal, state, and local laws and regulations in performing Waltonen Group Purchase Orders, including labor, anti-bribery/anti-corruption, export-related requirements when applicable, and all applicable environmental and health and safety laws. Seller shall:

  • Properly manage hazardous substances and regulated materials, including handling, storage, labeling, transportation, and disposal, and provide material content and environmental disclosures or certifications when required by the Purchase Order, applicable law, or customer/regulatory flowdown
  • Support responsible sourcing and reporting obligations where applicable, including conflict minerals (Dodd-Frank Section 1502) and human trafficking compliance, and provide reasonable documentation upon request
  • Flow down applicable legal, environmental, and safety requirements to sub-tier suppliers and remain responsible for their compliance as it relates to Waltonen Group Purchase Orders

4. Quality Management System (QMS)

Seller shall consider scope, complexity, and risk when accepting orders. Supplier approval and continued use are based on Seller’s ability to consistently meet Waltonen Group quality, delivery, and applicable requirements, and are not dependent on third-party certification unless expressly required.
Seller shall implement controls necessary to ensure conformity to all applicable requirements of the Purchase Order, including any SOW, specifications, and customer or regulatory flowdowns, including AS9100 requirements when applicable by flowdown. Seller is not required to be certified to AS9100 unless explicitly required by the Purchase Order or applicable flowdown documents.
Waltonen Group reserves the right to audit or otherwise assess the Seller’s facility as applicable to the Purchase Order. Seller shall:

  • Notify Waltonen Group of changes affecting conformity (process, inspection/test methods, location, special processes, sub-tier suppliers)
  • Support corrective actions upon request
  • Flow down applicable requirements to sub-tier suppliers

5. Counterfeit Parts Prevention

Seller shall implement a counterfeit parts prevention and control program that includes:

  • Verification of authorized sources
  • Chain-of-custody documentation
  • Serialized part traceability where applicable
  • Immediate notification to Waltonen Group of suspected counterfeit parts
  • Segregation/quarantine of suspect counterfeit parts and controls to prevent re-entry into the supply chain

6. Delivery and Timeliness

Seller shall deliver goods and services in accordance with Purchase Order requirements. Early or late deliveries require prior written authorization from Waltonen Group. If delays are expected, Seller shall:

  • Notify Waltonen Group immediately
  • Provide a recovery plan and revised delivery schedule

7. Packaging and Shipping

Packaging shall ensure safe arrival of goods and conform to applicable transportation and environmental standards. All shipments shall include:

  • Purchase Order number and line item
  • Part number and description
  • Quantity
  • Inspection documentation if required

8. Inspection and Nonconforming Outputs

All goods and services are subject to inspection and verification. Waltonen Group reserves the right to perform source inspections. Seller shall:

  • Notify Waltonen Group of any nonconforming product within 24 hours
  • Obtain disposition approval before shipping or using nonconforming items
  • Support root cause analysis and corrective action implementation

9. Right of Access

Waltonen Group, its customers, and regulatory authorities have the right of access to all facilities and records related to Waltonen Group Purchase Orders at any level of the supply chain.

10. Record Retention

Seller shall retain all records related to Waltonen Group Purchase Orders for a minimum of seven (7) years, or longer if specified by applicable regulations or Purchase Order requirements. Records shall be made available upon request.

11. Confidentiality, Data Protection, and Cybersecurity

11.1 Confidential Information

All proprietary, technical, export-controlled, and business information disclosed by Waltonen Group or generated in performance of a Waltonen Group Purchase Order is confidential (“Confidential Information”). Seller shall use Confidential Information solely to fulfill the Purchase Order and shall not disclose it to any third party without Waltonen Group’s prior written consent.

11.2 Safeguarding and Use Restrictions

Seller shall protect Confidential Information against unauthorized access, use, modification, loss, or disclosure using physical, administrative, and technical safeguards appropriate to the sensitivity of the information. Seller shall restrict access to only those personnel with a need to know and who are trained on applicable requirements.

11.3 Export-Controlled Information

Seller shall protect export-controlled information and comply with ITAR/EAR and export requirements as stated in Sections 13 and 22.

11.4 Controlled Unclassified Information (CUI) and Cybersecurity Requirements (If Applicable)

If Seller receives, creates, stores, processes, or transmits Controlled Unclassified Information (CUI) or other regulated customer data in connection with a Waltonen Group Purchase Order, Seller shall implement and maintain cybersecurity controls compliant with NIST SP 800-171 and, when contractually required, CMMC Level 2 (or the then-current required CMMC level). Seller shall provide evidence of compliance upon request when required by the Purchase Order, contract, or flowdown.

11.5 Incident Reporting

Seller shall notify Waltonen Group promptly, and in no case later than seventy-two (72) hours, upon discovery of any suspected or confirmed unauthorized access, disclosure, loss, or cybersecurity incident that could affect Waltonen Group data, systems, products, or services. Seller shall cooperate with Waltonen Group’s investigation and provide relevant information, containment actions, and corrective actions.

11.6 Sub-tier Flowdown

Seller shall flow down the requirements of this Section 11 to any sub-tier suppliers or service providers that may have access to Waltonen Group Confidential Information, export-controlled data, or CUI, and shall remain responsible for their compliance.

11.7 Return or Destruction

Upon Waltonen Group’s request, or upon completion or termination of the Purchase Order, Seller shall return or securely destroy Confidential Information, including copies, in accordance with Waltonen Group instructions, unless retention is required by law or contract.

12. Supplier Awareness

Seller shall ensure personnel involved in fulfilling Waltonen Group Purchase Orders understand:

  • Their role in product and service conformity
  • The importance of product safety
  • The importance of ethical behavior

13. ITAR/EAR Compliance (If Applicable)

If applicable, Seller shall:

  • Maintain current ITAR/EAR registration
  • Safeguard all export-controlled data
  • Ensure only authorized, trained personnel handle such data

14. Payment Terms

Waltonen Group will issue payment within sixty (60) days of an approved invoice, contingent on acceptance of goods and services.

15. Warranty

Seller warrants that all goods and services will:

  • Conform to applicable specifications and requirements
  • Be free from defects in materials and workmanship for one (1) year after acceptance

16. Termination

Waltonen Group may terminate this Purchase Order, in whole or in part, at any time by written notice to Seller, either for convenience or for cause.

  • Termination for Convenience: Seller shall stop work as directed. Waltonen Group will pay only for conforming goods and services completed and accepted as of the effective termination date, plus reasonable documented costs directly incurred due to the termination if approved by Waltonen Group in writing. No anticipatory profits or consequential damages will be paid.
  • Termination for Cause: Waltonen Group may terminate for cause if Seller fails to comply with this Purchase Order or these Terms and Conditions. Waltonen Group may withhold payment for nonconforming or incomplete work and may obtain substitute goods or services with Seller responsible for reasonable excess costs.

All obligations that by their nature should survive termination remain in effect, including confidentiality, right of access, record retention, export compliance, intellectual property, and indemnification.

17. Indemnification

Seller shall indemnify, defend, and hold harmless Waltonen Group against all claims, damages, or costs arising from:

  • Breach of these Terms and Conditions
  • Noncompliance with applicable laws and regulations
  • Negligent or wrongful acts
  • Intellectual property violations

18. Property and Tooling

All tooling, materials, and equipment provided by Waltonen Group shall:

  • Remain the property of Waltonen Group
  • Be maintained in good condition
  • Be returned upon request or order completion
  • Be clearly labeled and segregated

19. No Substitution Without Approval

Seller shall not substitute materials, processes, or parts without prior written approval from Waltonen Group.

20. Insurance Requirements

Seller shall maintain, at a minimum:

  • General liability insurance
  • Workers’ compensation insurance
  • Product liability insurance
    Seller shall provide proof of coverage upon request.

21. Force Majeure

Neither party shall be liable for delays or failures due to events beyond their reasonable control (for example, natural disasters, war, labor strikes), provided prompt written notice is given.

22. Export Compliance

Seller shall ensure that no controlled items, technology, or data are exported without proper U.S. government authorization and classification. Seller shall complete export commodity classification worksheets if requested.

23. Disputes, Governing Law, Jurisdiction, and Venue

These Terms and the Purchase Order are governed by the laws of the State of Michigan, without regard to conflict of laws principles. Any claim, dispute, or action arising out of or relating to these Terms or the Purchase Order shall be brought exclusively in the state courts located in Macomb County, Michigan, or the United States District Court for the Eastern District of Michigan. Each party irrevocably submits to the jurisdiction of such courts and waives any objection to venue or forum.

24. Publicity and Marketing

Seller shall not release or publish any press release, advertisement, or public announcement related to the contract without Waltonen Group’s prior written approval.

25. Intellectual Property Rights

For design work, Seller agrees that all intellectual property created during the project shall be owned by Waltonen Group. Seller shall:

  • Assign all rights, title, and interest in the intellectual property to Waltonen Group
  • Ensure proper protection and confidentiality of the intellectual property
  • Not use or disclose the intellectual property without Waltonen Group’s prior written consent

26. Change Management

For any Work under this Purchase Order, changes to scope, specifications, drawings, materials, processes, inspection/test methods, special requirements, sub-tier suppliers, and/or timelines shall be managed through a formal change management process. Seller shall:

  • Submit change requests in writing
  • Assess the impact of changes on cost, schedule, and quality
  • Obtain written approval from Waltonen Group before implementing changes

27. Liability and Risk Management

Seller’s liability for damages, defects, or delays shall be limited to the value of the Purchase Order. Seller shall:

  • Maintain appropriate insurance coverage
  • Indemnify Waltonen Group against claims arising from Seller’s actions
  • Allocate risks as specified in the Purchase Order

28. Performance Metrics and Penalties

Seller shall meet defined performance metrics and quality standards. Failure to meet these metrics may result in penalties, including liquidated damages for delays or nonconformances, as defined in the Purchase Order or related documents.

29. Compliance and Audits

Waltonen Group reserves the right to conduct compliance audits of Seller’s processes and systems. Seller shall maintain documentation and records to support audits.

30. Severability

If any provision in these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.